Dana announced today that it has signed definitive agreements to combine with the driveline division of GKN plc to create Dana plc, 'a global leader in driveline systems'. GKN's board has recommended the merger (which many stakeholders will see as more palatable than a takeover by Melrose).
The total consideration is composed of $1.6 billion in cash proceeds to GKN plc, the assumption of approximately $1.0 billion of net pension liabilities, and 133 million new Dana plc shares issued to GKN's shareholders, valued at approximately $3.5 billion (based on Dana's share price as of March 8, 2018).
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By GlobalDataUnder terms of the agreements, Dana shareholders will own approximately 52.75 percent of the company with GKN shareholders owning 47.25 percent. The combined company will be domiciled in the United Kingdom as Dana plc and will continue to trade on the New York Stock Exchange under the ticker symbol DAN.
"This transformative and strategic transaction solidifies Dana as a world leader in vehicle drive systems and establishes a leading position in electric propulsion, which we see as the future of vehicle drivetrains," said James Kamsickas, president and CEO of Dana. "We have a long history of partnering with GKN, and the companies possess similar cultures and exceptionally talented people. Our highly complementary businesses share a deep understanding of our customers' long-term requirements. We look forward to welcoming GKN Driveline into the Dana family and to delivering value and growth to our shareholders."
Strategic rationale
With pro forma sales of approximately $13.4 billion in 2017, the company will be 'the global leader in vehicle drive systems across all three major mobility markets – light vehicle, commercial vehicle, and off-highway', Dana said.
It will also have a capability in electrification with core (GKN) e-drive technologies. Dana said it is positioned to 'capitalise on electrification opportunities in a rapidly changing market with significant growth potential'.
Dana maintains the new combined entity will provide global coverage to all major customers with an enhanced product portfolio, balanced end markets, and a diverse geographic presence – strengthening the company's presence in key markets such as China.
It also said the combined company will have a strong balance sheet, and the 'transaction is expected to result in $235 million of annual cost synergies within three years and be accretive to earnings in the first full year'.
Keith Wandell, non-executive chairman of the Dana Board of Directors, said: "This combination of global leaders results in a unique platform benefiting from the key trends of electrification and global emerging market growth, underpinned by substantial synergies. We look forward to welcoming our new board members and shareholders to create true value for all of our stakeholders."
Headquartered in the United Kingdom, GKN Driveline has built market leadership positions in three light-vehicle product segments – constant-velocity jointed driveshafts, all-wheel-drive systems, and electrified driveline solutions. The business has expertise across mechanical systems, electronic and software control, and particularly vehicle integration. The transaction also includes GKN's Off-Highway Powertrain Services business, an expert in off-highway power delivery and service.
With approximately 35,000 employees, GKN Driveline has operations in 23 countries and has 61 manufacturing locations, including one of the largest driveline businesses in China via its joint venture, Shanghai GKN Huayu Driveline Systems (known as SDS). In 2017, the business generated consolidated sales of approximately $6.2 billion.
Financial highlights
Dana has put in place committed debt financing to fund the cash consideration and will issue 133 million shares of Dana plc stock to GKN shareholders to consummate the transaction. This mix of consideration preserves the company's strong balance sheet, with an expected net debt / adjusted EBITDA ratio (including GKN's share of its China joint venture but excluding any synergies) of approximately 2.0x.
Dana expects to deliver annual run-rate cost synergies of $235 million within three years. The combination will also yield tax benefits, creating further value for shareholders. The transaction is expected to be accretive to Dana's diluted adjusted EPS in 2019.
"We believe this transaction will result in a much stronger Dana, both strategically and financially, by taking advantage of the combined company's global scale, technology leadership, strong balance sheet, and attractive cash flow profile," said Jonathan Collins, executive vice president and chief financial officer of Dana. "In the near-term, we expect our business to achieve best-in-class returns on capital and continue on the path to an investment grade credit profile."
Dana expects to complete the transaction, which is subject to shareholder and customary regulatory approvals, in the second half of 2018.
Governance and leadership
Effective as of the closing of the transaction, Keith Wandell will serve as non-executive chairman and James Kamsickas will be president, chief executive officer, and a director of the new company. In addition to the Dana representatives, the board of directors of combined company will include two representatives to be designated by GKN.
GKN statement – 'more attractive than Melrose'
Mike Turner, Chairman of GKN, said in a statement: "This combination of GKN Driveline and Dana will create a US and UK led global market leader in vehicle drive systems. The synergies between these two businesses and our complementary product portfolios make this a great deal for GKN shareholders.
"Following the transaction, GKN shareholders will own 47% of a $14 billion revenue, global automotive group and will retain ownership of GKN's outstanding remaining businesses.
"GKN is continuing to pursue the sale of its non-core businesses including Powder Metallurgy. The Board remains committed to delivering up to £2.5 billion of cash returns to shareholders over the next three years.
"This strategy is far more attractive for GKN shareholders than the Melrose proposal."
"The Board believes that this strategy is far more attractive for GKN shareholders than the Melrose proposal which fundamentally undervalues GKN and therefore the Board unanimously recommends that GKN shareholders reject the Melrose proposal and vote in favour of the proposed combination with Dana."
